2. Validity, acknowledgment and acceptance of the general terms and conditions

2.1 These general terms and conditions are part of and apply to all offers, quotations, order confirmations, invoices, and agreements relating to the services and/or products of the private limited liability company under Belgian law "LOUWERS MEDIAGROEP" (hereinafter "LOUWERS MEDIAGROEP"), to the exclusion of any general or special terms and conditions of the client.

2.2 By using the services of LOUWERS MEDIAGROEP, the client declares to have knowledge of these general terms and conditions and to accept them. LOUWERS MEDIAGROEP endeavors to provide the client with sufficient opportunity to consult the general terms and conditions and thereby accept them. The client can freely access the general terms and conditions via the website or request a copy by email to [email protected]. [email protected].  

2.3 Any nullity or invalidity of one of these terms shall not result in the nullity of the other provisions or of the agreement. The invalid or void provision shall then be read as a valid provision, with a result as close as possible to the intended result of the invalid or void provision.

2.4 If LOUWERS MEDIAGROEP and the client enter into a separate written agreement, the provisions of the separate agreement shall take precedence over these general terms and conditions, insofar as this has been agreed to in writing and explicitly by LOUWERS MEDIAGROEP. These general terms and conditions shall then serve as supplementary law, where applicable.

3. The offer and formation of the agreement

3.1 The agreement is formed by written or electronic signature of the quotation or order form of LOUWERS MEDIAGROEP by the client, or by an express and unambiguous agreement of the client by email, WhatsApp, or any other communication channel with the offer of LOUWERS MEDIAGROEP.

3.2 LOUWERS MEDIAGROEP reserves the right to accept or refuse requests at its own discretion.

4. Execution of the order and modalities

4.1 LOUWERS MEDIAGROEP always makes its utmost efforts to ensure that the services and products it delivers comply with what has been agreed upon, the specifications mentioned in the offer, as well as the reasonable requirements of soundness and/or usability that the client may expect, and the legal obligations existing on the date of the formation of the agreement.

4.2 The client is expected to provide full cooperation. The client must provide LOUWERS MEDIAGROEP in a timely manner with all graphic and other physical and/or digital material necessary for LOUWERS MEDIAGROEP to proceed with the execution of the order.

4.3 The client undertakes to always provide, in a timely manner, being within 48 hours (forty-eight hours) after a request from LOUWERS MEDIAGROEP, all requested feedback and/or information and/or graphic and other physical and/or digital material necessary for the execution of the order. If the requested data, feedback, graphic, and other physical and/or digital material are not provided in a timely manner, incompletely, or incorrectly, LOUWERS MEDIAGROEP has the right to suspend the execution of the agreement, postpone it to a later date, and/or charge the extra costs resulting from this to the client.

4.4 If the client does not respond to LOUWERS MEDIAGROEP's request regarding the delivery of advertising material, LOUWERS MEDIAGROEP has the right to invoice the order that was placed for the edition in question. The client will then have the opportunity to have an advertisement placed in a later edition, provided this is done within a timeframe of 12 (twelve) calendar months.

4.5 The client is responsible for the accuracy and completeness of provided materials, information, and data. In case of deviations in the provided materials, information, and data, the client bears all costs that may result from this.

4.6 The client warrants and represents that he has the full legal title and/or authority to make use of all materials handed over to LOUWERS MEDIAGROEP and undertakes to fully indemnify, defend and hold harmless LOUWERS MEDIAGROEP against all possible claims by third parties in this regard.

4.7 If the material made available by the client would be contrary to good morals, public order, advertising ethics, or in any way could cause damage to LOUWERS MEDIAGROEP, LOUWERS MEDIAGROEP is entitled to refuse the order without owing any compensation or damages to the client.

4.8 Regarding the services and processing of the materials provided by the client, LOUWERS MEDIAGROEP is only bound by an obligation of means.

4.9 The order, as agreed between LOUWERS MEDIAGROEP and the client, includes only what has been included in the accepted quotation and/or order form, and if applicable, the additional services or changes to the order that have been expressly and in writing confirmed by LOUWERS MEDIAGROEP at a later date.

All services that are not expressly mentioned as 'inclusive' in the quotation, order form, agreement, or written communication do not form part of the original agreement between LOUWERS MEDIAGROEP and the client. If these are nonetheless performed or delivered, they are considered as additional work and will always be charged separately. Additional work is fully subject to these general terms and conditions.

4.10 The price mentioned in the quotation and/or order form does not take into account any layout costs (both for print and digital). These are costs that may be necessary to make the material provided by the client ready for printing or publication, such as the costs of typesetting, assembly, preparation of films or drawings, composition and translation, adding corrections to a word, key, making the provided material usable for online publication, etc. These layout costs will be additionally invoiced to the client based on the production rates applied by LOUWERS MEDIAGROEP.

4.11 Execution and delivery terms are provided for information purposes only and are therefore not binding on LOUWERS MEDIAGROEP, unless expressly agreed otherwise between parties. However, delays in execution or delivery can never give rise to penalties, compensation, or termination of the agreement or refusal to accept the products.

4.12 The transport of physical products is always at the risk and expense of the client. The delivery of physical products takes place at the premises of LOUWERS MEDIAGROEP in Oostkamp (Belgium). From this moment onwards, the full risk of the goods passes to the client.

5. Cancellation of the order

5.1 Any cancellation of the order by the client must be done in writing and is only valid after written confirmation by LOUWERS MEDIAGROEP.

5.2 In case of cancellation before the commencement of the order by LOUWERS MEDIAGROEP, the client owes a fixed compensation amounting to 50% (fifty percent) of the total price agreed for the order, without prejudice to the right of LOUWERS MEDIAGROEP to claim higher compensation.

5.3 In case of cancellation during the execution of the order by LOUWERS MEDIAGROEP, the client must compensate for the services already provided and/or costs already incurred by LOUWERS MEDIAGROEP in function of execution of the order, plus a fixed compensation amounting to 50% (fifty percent) of the price agreed for the services or products that have not yet been performed/delivered. This is without prejudice to the right of LOUWERS MEDIAGROEP to claim higher compensation.

6. Quotes and price estimates

6.1 All price estimates and quotations are made with all reservations and without obligation on the part of LOUWERS MEDIAGROEP. They are valid exclusively for the client to whom the quotation is addressed.

6.2 Quotations and price estimates shall remain valid solely for the duration specified therein. In the absence of any express alternative agreement between the parties, such quotations and price estimates shall expire thirty (30) calendar days following the date of issuance.

6.3 No rights can be derived from quotations or price estimates from the past for future orders.

7. Prices and payment terms

7.1 Prices are always in euro and exclusive of VAT. VAT, delivery costs, and other additional costs are always shown separately and are entirely at the expense of the client.

7.2 LOUWERS MEDIAGROEP reserves the right to request advance payments.

7.3 Invoices must always be paid within a period of 30 (thirty) days, counted from the day after their issuance by email, unless otherwise agreed in writing by the parties. Unless otherwise agreed, invoices are paid by bank transfer in accordance with the payment details mentioned on the invoice.

7.4 In case of exceeding the payment term, for whatever reason, LOUWERS MEDIAGROEP can start a recovery procedure, whether or not via an external party to whom it provides the necessary client data for this purpose. In any case, the client remains obliged to fully compensate for the extrajudicial and/or judicial collection costs.

7.5 In case of late payment, the amounts due will be increased by interest, by operation of law (automatically) and without notice of default, which is the interest at the reference interest rate increased by eight percentage points and rounded up to the higher half percentage point. Moreover, the amounts due on the due date, but not paid, will be increased by a fixed compensation of 10% (ten percent) of the amount still due, with a minimum of 40 (forty) euros, by operation of law (automatically) and without notice of default, without prejudice to the right of LOUWERS MEDIAGROEP to reasonable compensation for all other collection costs exceeding that fixed amount and which have arisen due to the late payment.

7.6 In case of non-payment of an invoice on the due date, all outstanding invoices become immediately and fully due.

7.7 In case of non-payment of an invoice, LOUWERS MEDIAGROEP reserves the right, without any notice of default or judicial intervention, to suspend further deliveries and/or services or to consider the agreement as terminated, without prejudice to its claim for compensation.

7.8 The client must protest the invoices, in case of dispute of the invoice by LOUWERS MEDIAGROEP, by registered letter within 8 (eight) calendar days after receipt thereof, on penalty of forfeiture.

7.9 Debt set-off is expressly excluded.

8. Warranty on delivered products

8.1 LOUWERS MEDIAGROEP warrants that the delivered products conform to the order placed and meet the normal expectations that the client may have. The client must always check delivered products upon delivery. Visible defects must be reported immediately in writing and with reasons to LOUWERS MEDIAGROEP by the client. In the absence of written notification, the delivery is considered to be in conformity.

8.2 Any hidden defects must be reported in writing and with reasons to LOUWERS MEDIAGROEP by the client, immediately after their discovery and at the latest within a period of 3 (three) months after delivery of the goods. Later complaints will not be accepted.

8.3 A complaint does not give the client the right to suspend his payment obligations.

8.4 After notification by the client cf. article 8.1 or 8.2, LOUWERS MEDIAGROEP has the right, at its own choice, to replace the defective products or services or to perform them again, or to issue a credit note for the value of the relevant invoice.

9. Intellectual property rights

9.1 After full payment of the invoices, the client acquires all intellectual property rights on what LOUWERS MEDIAGROEP has created for their order. Depending on the subject of the order, this may include rights such as granted by copyright, design rights, and other applicable (intellectual) property rights.

9.2 The above-mentioned transfer of property rights never extends to concepts, techniques, specific skills, methodologies, working methods, pre-programmed routines or procedures, and technologies that form part of LOUWERS MEDIAGROEP's know-how. These always remain fully owned by LOUWERS MEDIAGROEP.

9.3 All materials created and/or made available by LOUWERS MEDIAGROEP may only be used for the previously communicated purposes and/or destinations. Unauthorized use will consequently give rise to compensation for LOUWERS MEDIAGROEP amounting to the invoice amount increased by a surcharge of 50% (fifty percent), separately for each established infringement.

9.4 The client is responsible for any established unauthorized use by third parties.

9.5 The client accepts that LOUWERS MEDIAGROEP can at all times make a reference to his/her company and/or trade name by way of references and reviews, unless expressly agreed otherwise.

10. Retention of title

10.1 LOUWERS MEDIAGROEP remains the full owner of the delivered products, materials, and/or creations falling under intellectual property rights until the moment of full payment of the prices charged by it, possible interest, compensation, and costs.

10.2 The client is not authorized to alienate, modify, pledge, or in any other way encumber the goods, materials, and/or creations falling under intellectual property rights under the retention of title.

11. Force majeure and liability

11.1 LOUWERS MEDIAGROEP may suspend its obligations arising from this agreement if it cannot fulfill its obligations due to temporary force majeure. Under force majeure, in these general terms and conditions, is understood, in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, over which LOUWERS MEDIAGROEP has no influence, but which prevent LOUWERS MEDIAGROEP from fulfilling its obligations. This includes in any case, but is not limited to: fire, accident, faulty or delayed delivery by third parties, strike, riot, war, government measures, and transport impediments. In that case, LOUWERS MEDIAGROEP is only obliged to execute the order, or to perform the other obligations, as soon as this is reasonably possible.

If the execution of the order has become impossible, then LOUWERS MEDIAGROEP has the right to consider the agreement as terminated and the client has the right to reimbursement of amounts already paid to LOUWERS MEDIAGROEP for services or products that have not yet been delivered, without additional compensation.

11.2 If, at the time of the occurrence of the force majeure situation, LOUWERS MEDIAGROEP has already partially fulfilled its obligations or can only partially fulfill its obligations, it is entitled to invoice the already executed work/already delivered products separately and the client is obliged to pay this invoice.

11.3 The liability of LOUWERS MEDIAGROEP is always limited to direct damage and can only be invoked insofar as it would be the result of its intent, its gross negligence, or, except in cases of force majeure or unforeseen circumstances, for the non-performance of an obligation that constitutes one of the essential obligations of the agreement. LOUWERS MEDIAGROEP is never liable for or obliged to compensate immaterial, indirect, or consequential damage, including (but not limited to) loss of profit, loss of turnover, loss of income, production restrictions, administrative or personnel costs, an increase in general costs, loss of clientele, or claims from third parties.

This provision and other provisions in these general terms and conditions that contain a limitation of liability are applicable both contractually and non-contractually, and apply for the benefit of LOUWERS MEDIAGROEP, its personnel, and directors.

11.4 Subject to contrary provisions of mandatory law, LOUWERS MEDIAGROEP, its personnel, and directors cannot be held (directly) non-contractually liable.

11.5 The total liability of LOUWERS MEDIAGROEP is at all times limited to a maximum of the amount paid out by the liability insurer of LOUWERS MEDIAGROEP in this respect. If there is no intervention from an insurer, the liability of LOUWERS MEDIAGROEP is limited to a maximum of the amount of the total compensation due to LOUWERS MEDIAGROEP for the execution of the order.

11.6 Insofar as LOUWERS MEDIAGROEP is dependent on the cooperation, services, and deliveries of third parties in the execution of its obligations, it is not liable for any damage resulting from their fault (for example, but not limited to, errors in delivery, late deliveries, or executions).

11.7 LOUWERS MEDIAGROEP may always rely on the fact that the information provided by the client is correct and complete. If the liability of LOUWERS MEDIAGROEP is compromised due to incorrect and/or incomplete information provided by the client, the client must take all necessary measures to indemnify LOUWERS MEDIAGROEP against any liability and/or damage it may incur as a result.

11.8 LOUWERS MEDIAGROEP is not liable for the consequences, costs, or damage(s) that may result from the delivery of non-royalty-free photos, images, or other materials by the client. The client is fully responsible for all consequences, costs, and possible damage(s) resulting from this. The client will fully indemnify LOUWERS MEDIAGROEP against any liability and/or damage it may incur as a result.

11.9 if one of the parties does not execute the agreement, executes it only partially, or incorrectly, the party that has suffered damage shall notify the other party of this in writing within 14 (fourteen) calendar days, stating the reason and an estimate of the damage suffered. In no case does this release the client from the obligation to pay for invoices that do not directly relate to the damage.

11.10 Following a notice of default from the client, LOUWERS MEDIAGROEP always has the right to remedy the shortcoming.

12. Processing of personal data

12.1 LOUWERS MEDIAGROEP and/or its appointee(s) collect and process the personal data they receive from the client with a view to executing the agreement, fulfilling orders, handling complaints, invoice collection, promotional or informative communication, client management, accounting, and direct marketing activities in accordance with the General Data Protection Regulation (GDPR) and the Belgian legislation in this regard. The legal grounds are the execution of the agreement, consent, the fulfillment of legal and regulatory obligations, and/or legitimate interest. Want to know more? Read the privacy policy on the website.

13. Disputes and applicable law

13.1 In case of disputes arising from or related to these general terms and conditions, the validity, execution, or interpretation of the agreement or the service provision, the parties will strive for an amicable solution.

13.2 Belgian law is exclusively applicable to disputes regarding these general terms and conditions, the validity, execution, or interpretation of the agreement or the service provision, which cannot be resolved amicably. In case of judicial disputes, the Belgian courts of Ghent, Bruges division, have exclusive jurisdiction.